Passive Holding Company Covenant. Holdings shall not (a) engage in any material operating or business activities or own any material assets other than through its ownership of Parent and its ownership of Talk America (provided that Talk America LLC shall not engage in any material operating or business activities or own any material assets (other than the operating business activities or assets owned as of the Amendment No. 1 Effective Date)), (b) incur any Indebtedness other than Indebtedness that is Guaranteed by the Parent or any Guaranty of Indebtedness of the Parent or any of its Restricted Subsidiaries or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than Parent or any of its Subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings, the successor Person is a Person organized under a state of the United States or the District of Columbia (such successor Person, “Successor Holdings”) and expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized under a state of the United States or the District of Columbia (other than Parent or any of its Subsidiaries) so long as (x) no Change in Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings, as applicable, under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent; provided that the following shall be permitted in any event: (i) the ownership by Holdings of the Equity Interests of the Parent, New LLC and Talk America (provided that Talk America LLC shall not engage in any material operating or business activities or own any material assets (other than the operating business activities or assets owned as of the Amendment No. 1 Effective Da...
Passive Holding Company Covenant. Holdings shall not engage in any business activities, hold any material assets or incur any Indebtedness other than each of the following and any activities incidental thereto: (i) acting as a holding company and transactions incidental thereto, (ii) entering into the Note Documents and the Transactions required herein or permitted herein to be performed by Holdings, (iii) entering into the agreements related to, consummating the Transactions, and performing its obligations with respect to the Transactions or any Note Documents; (iv) receiving and distributing the dividends, distributions and other payments permitted to be made to or by Holdings and permitted by Section 8.03 hereof, (v) owning the Equity Interests of OpCo (and no other Equity Interests) and activities incidental thereto, (vi) the maintenance of its legal existence and good standing (including the ability to incur fees, costs and expenses relating to such maintenance); (vii) any issuance or sale of its Equity Interests (including any public offering) not prohibited hereby; (viii) the making of contributions to the capital of its direct Subsidiaries or extension of credit to its Subsidiaries to the extent otherwise permitted hereby; (ix) [reserved]; (x) if applicable, participating in tax, accounting and other administrative matters as a member of the group of Holdings and its consolidated Subsidiaries (including, without limitation, preparing and filing tax returns required by law, including tax returns filed on a consolidated basis with or including one or more of its Subsidiaries) and (xi) providing indemnification and reimbursement to officers, directors, consultants and other employees.
